California Writers Club Policy and Procedures (As updated July 15, 2018 see final page for details)

Transcription

1 Cliforni Writers Club Policy nd Procedures (As updted July 15, 2018 see finl pge for detils) Pge 1 of 35

2 Contents Article Pge I Mission Sttement 3 II Orgniztion 3 III Centrl Bord Meetings 3 IV Regionl Associtions 4 V Conducting Business on the Internet 4 VI Membership 8 VII Dues nd Fees 11 VIII Officers of the Centrl Bord 11 IX Rights of Voting nd Non-Voting Members of the Centrl Bord 13 X Elections 13 XI Committees nd Specil Directortes 14 XII Brnches 20 XIII Brnches Probtion nd Dissolution 21 XIV New Brnch Development 22 XV CWC Logo 23 XVI Investment Mngement 23 XVII Reimbursement Policy 23 XVIII Contrcts 25 XIX Employees 25 XX Insurnce nd Accounting 25 XXI Specil Awrds 26 XXII Website 26 XXIII The Bulletin 27 XXIV CWC Literry Review 28 XXV Cliforni Writers Week 29 XXVI Roster 29 XXVII Document Retention nd Destruction Policy 29 XXVIII Amendments 32 XXIX Precedence 32 XXX Definition of Policy 32 Incorportions of Amendments 33 Pge 2 of 35

3 I MISSION STATEMENT A) The Cliforni Writers Club (CWC) shll foster professionlism in writing, promote networking of writers with the writing community, mentor new writers, nd provide literry support for writers nd the writing community s is pproprite through eduction nd ledership. B) The club supports ll genres, writing styles nd relted professions such s editing, publishing, photogrphic journlism nd gents. C) The brnches provide n environment where members cn obtin critique of their efforts, ttend workshops, nd shre experiences. Brnches re encourged to mentor writers of ll ges by providing eductionl progrms for dults nd fostering youth progrms. D) The Cliforni Writers Club will not discriminte on the bsis of rce, religious creed, color, ge, sex, sexul orienttion, gender identity, ntionl origin, religion, mritl sttus, medicl condition, disbility, militry service, pregnncy childbirth nd relted medicl conditions or ny other clssifiction protected by federl stte, nd locl lws nd ordinnces. II ORGANIZATION A) Brnches comprise the CWC. A brnch opertes on semiutonomous bsis, deriving its own bylws, electing its own officers, nd conducting its own progrms nd business. Brnch opertion shll conform to the corporte constitution, bylws, nd this policies nd procedures (P&P) document. B) Unless otherwise stted in this document or the bylws, the centrl bord conducts the corporte business in ccordnce with mjority vote of the representtives present t duly clled meetings. Unless otherwise stted in this document or the corporte bylws quorum consists of hlf of the duly ppointed brnch representtives or their proxies. 1) This bord is comprised of one representtive from ech brnch. Brnches should ppoint their representtive for two-yer term by the methods specified in their locl bylws. 2) If n ppointed representtive cnnot ttend duly clled meeting, the brnch president my ppoint proxy. To vote on issues, the substitute must crry written (e-mil or FAX) letter of proxy from the bsent representtive or from the brnch president. A representtive my crry only one proxy representing nother brnch. Pge 3 of 35

4 III CENTRAL BOARD MEETINGS A) Unless for urgent nd specil reson scertined by the Executive Committee of the Centrl Bord, officil meetings of the centrl bord will occur no more tht twice nnully; one of the two, the mndtory nnul meeting in July. 1) The President shll select the meeting loctions, north or south, bsed on equity in ttendnce considertions nd costs 2) The President shll solicit gend items no less thn three weeks before the meeting nd circulte plnned gend t lest one week before the meeting. 3) It is incumbent upon brnches to provide representtion t Centrl Bord meetings including those held vi the e-business process. B) A provision for conducting business vi the Internet (e-business) is provided, see Article V. In ddition to e-business, n internet-bsed spce shll be vilble for informl discussion mong brnch representtives. An dministrtor will be ppointed by the president. IV REGIONAL ASSOCIATIONS A) Regionl ssocitions of brnches re encourged for purposes of furthering the mission of the CWC; for shring brnch opertions informtion, collborting on events, building membership, stffing book expos, nd the like. B) Regionl ssocitions my operte t the discretion of their member brnches, but tht opertion shll not conflict with the Cliforni Writers Club governing documents. V CONDUCTING BUSINESS ON THE INTERNET (E-BUSINESS) A) DISCUSSION 1) In ddition to scheduled fce-to-fce meetings, the Centrl Bord (CB) my conduct business vi the Internet (e-business). 2) Emil nd the Forum, n djunct to the CWC website, shll be the sole e- business medi. The officil conduct of e-business shll be limited to to the Ctegory, E-Business, nd its three bords: Discussion, Voting, nd the ncillry, Q&A Regrding Procedure. 3) Within the limittions of emil nd the Forum, e-business shll follow the rules of Precedence estblished within these Policies nd Procedures. 4) The CB President shll ct s e-business Presiding Officer (PO) nd shll ct s or ppoint n e-business Modertor. The PO will conduct process: recognizing nd disposing of motions; the modertor will mnge the e-business bords. 5) Ech CB Representtive (Rep) is required to hve Internet ccess nd n e-mil ccount nd hve working fmilirity with the Forum. Reps re expected to ttend the e-business process with sufficient discipline to ct on ech motion presented by the PO. A Proxy my fill in for n bsent Rep. Pge 4 of 35

5 6) Sttus emils ( brodcsts ) sent by the PO in the course of conducting e- business) shll include CWC nd topicl informtion in the subject field. Exmple: CWC Cll to Order. 7) The modertor will pir the PO s brodcsts with concomitnt NOTICE on the e-business bord. 8) The secretry of the Centrl Bord shll prepre e-business minutes to be emiled to CB Reps nd brnch presidents on qurterly bsis. A collection of these e-business minutes will be brought up for pprovl t the next fce-to-fce CB meeting. 9) Severl motions my be processed simultneously. B) PROCEDURE 1) Any Centrl Bord Rep my mke motion by frming it ppropritely ( I, John Doe, move tht ); recommending time frmes for seconding, discussion, nd voting; nd emiling it to the PO. The PO my negotite the time frmes; however, discussion will be llowed for no fewer thn 8 dys fter the motion is seconded, nd subsequent to opening the voting bord, no fewer thn 8 dys to vote. 2) A motion shll be deemed to be in order if it is properly frmed nd if it pertins to mtter tht is within the proper scope of the CB ccording to its constitution nd bylws. 3) Upon recognizing the motion s being in order, the PO will: Brodcst CWC Cll To Order. The brodcst will include mover s nme, the title nd text of the motion, or synopsis, nd the time frmes for second, the discussion nd voting. Reps will be directed to the Forum. b Forwrd it, with time frmes, to the e-business Modertor, who will post the full motion on the Forum, including mover, title, text, nd time frmes, s Topic under the Bord heded Discussion of Active Motions. 4) The first Forum Reply to the motion must be second. If second is not mde within the specified time, the motion will utomticlly expire. A CWC Motion Expired brodcst will be sent by the PO, nd n NOTICE EXPIRED MOTION posted on topic by the Modertor. The posting will remin for week, fter which the motion will be removed. The mover my withdrw his or her motion, with n emil to the PO, t ny time before it is seconded but not fter. The PO will then brodcst the withdrwl ( CWC Motion Withdrwn ) nd the Modertor mke NOTICE WITHDRAWN MOTION note on the discussion bord. 5) Once the motion hs been seconded, discussion my begin. During the discussion period, the motion my be mnged (mended, tbled, withdrwn, etc.) only by subsidiry motion, processed in the sme mnner s the primry motion. 6) If subsidiry motion is in order, the PO will brodcst CWC Stop Notice, Subsidiry Recognized to indicte tht discussion on the min motion will cese until disposition of the subsidiry is chieved. The Modertor will follow with Pge 5 of 35

6 STOP NOTICE SUBSIDIARY RECOGNIZED reply on the topic bord nd post the subsidiry motion nd time frme detils below it. If n pproved subsidiry motion substntilly chnges its primry motion, the mover of the primry motion my request nd renegotite its discussion nd voting time frmes. 7) A point-of-order my be rised by mens of n emil to the PO. The PO will respond with brodcst, CWC Point of Order, relte the point being mde, ccept or reject with bsis, nd if ccepted, tke the pproprite ction. The Modertor will follow suit on the e-business bord. 8) At the end of the discussion periods (min or subsidiry), the PO shll declre discussion closed with brodcst entitled CWC Cll for Vote. The brodcst will include the motion s title, the nme of the mover nd seconder, the text including chnges ordered by wy of pproved subsidiry(ies), nd the time frme for voting. The Modertor will open the voting bord with the motion s title, finl wording nd time frme for voting. 9) Votes will be cst by wy of Reply to the topic. Ech reply will include the brnch nme nd the word Aye, Ny, or Abstin. A vote my be chnged during the voting period. When voting closes, nottion of Present will be recorded for those who prticipted in the discussion but did not vote. An Absent will be recorded for those not ttending either the discussion or the vote. These nottions will become prt of the minutes. 10) A quorum is defined within these P&Ps. For purposes of determining n e- business quorum, member is counted s present only if tht member hs voted. If quorum is not reched by the end the specified voting time, the PO my extend the voting period once but dd no more thn the originl time llotted. If quorum is still not reched, the motion will hve sid to expire nd, with brodcst from the PO, CWC Motion Expired will be removed from the e- business bord by the Modertor nd n EXPIRE NOTICE posted on the voting bord for week. 11) At the conclusion of voting, the PO will determine quorum, nd count nd tlly the votes. The PO will djourn tht prticulr e-business session with brodcst entitled, CWC Motion Pssed/Filed, stte the motion s title, the text, its disposition, the tlly, including those ccorded present or n bsent. The Modertor will confirm the tlly nd post n nnouncement of results under tht voting topic. The Modertor will remove the motion nd discussion from the bord not erlier thn week fter the PO s brodcst. 12) Minutes of e-business: the secretry shll record ll motions receiving second. The motion title, text, disposition nd tlly, including those ccorded present or n bsent shll be recorded nd mintined s minutes. These minutes, following pprovl by the Centrl Bord, shll be plced on the CWC web site. If no motion hs rech second during the period, sttement to tht effect will be sent. 13) E-business minutes shll be officilly pproved by the CB t the next fce-to-fce meeting. Pge 6 of 35

7 C) RESPONSIBILITIES 1) Presiding Officer (PO) officites the conduct of the e-business process, including the following: Entertins motions from Centrl Bord Representtives. My negotite time frmes. b Mintins order with the help of modertor, if one is ppointed. c Sends brodcsts to Reps nnouncing sttus of motions in process. My extend time frmes if deemed pproprite. d Ascertins whether quorum hs been met. Counts votes nd proclims dispositions, nd the tlly, including those ccorded present nd/or n bsent. e Remins neutrl in the e-business process nd my not prticipte in discussion or voting; lthough my encourge prticiption through mens, externl to this e-business process. 2) Modertor coordinting with PO, mnges e-business bords nd runs clock, including the following: Mintins bords nd topics; responds to PO s emil brodcsts with notices on the e-business bords. b Removes non-legitimte replies, e.g., discussion on voting bord. c Confirms PO s ssessments of vote counts nd quorum. 3) Secretry Records nd publishes e-business results, including the following: Mintins record (minutes) of ll motions receiving second including the mker, the seconder, text nd disposition, complete tlly, including those ccorded present or n bsent. b Prepres qurterly collections of minutes. Emils them to brnch presidents. Presents e-business minutes for CB pprovl t the next fce-to-fce meeting. D) DEFINITIONS 1) E-business Internet-fcilitted legisltion in the form of motions, nd their qusi-prlimentry mngement s guided by Robert's Rules of Order. 2) Brodcst A procedurl emil of sttus nd ction tht is sent to ll brnch representtives. Exmples include: (i) (ii) CWC Cll to order CWC Cll for the Vote (iii) CWC Motion Pssed/Filed (iv) CWC Motion Expired (v) CWC Stop Notice (vi) CWC Resume Notice (vii) CWC Contested Motion Pge 7 of 35

8 (viii) CWC Point of Order (ix) CWC Motion Withdrwn 3) Proxy A CWC member, ppointed by brnch president to ct on behlf of n bsent Representtive. The proxy will use the CB member s ID nd pssword. When the proxy s period of service hs concluded, it is the CB member s responsibility to chnge his or her pssword to ensure the restrictive nture of Forum nd e-business opertions. 4) Time frme The period between strt nd stop dtes for legisltive ction; e.g., seconding motion. A norml time frme is considered to be four dys for the second, two weeks for discussion, nd one week for voting following the sending of brodcst. 5) NOTICE A posting on the bord by the modertor, mirroring the PO s brodcst. 6) Aye Yes; n ffirmtive vote on the motion. 7) Ny No; negtive vote on the motion. 8) Abstin A vote not indicting fvorble or unfvorble inclintion 9) Present A record ccorded member who hs prticipted in discussion but not voted. 10) Absent A record ccorded member who hs not visited the motion either to discuss or to vote. 11) Expired No longer under ctive considertion. A motion is sid to hve expired if it does not receive second or does not experience quorum during its life on the E-business Bord. VI MEMBERSHIP A) Membership ctegories re ctive, emeritus, life, ptron, honorry, courtesy, ssocite nd ssocite non-writing literry professionls, student, nd supporting. B) Definitions for this section: 1) Generl circultion shll be interpreted s distribution of t lest 1,000 copies. 2) A publisher of stnding shll be interpreted s business entity tht derives its income from publishing literry, cdemic, or technicl works. Ech brnch shll ppoint n Accredittion Committee tht considers nd pproves mteril submitted by potentil ctive or ssocite members nd submits pproved membership pplictions to the stte membership chir. The brnch shll send the centrl bord its shre of initition fees nd nnul dues with ech ppliction. C) Ech brnch considers nd pproves pplictions for dvncement from ssocite to ctive ctegory nd informs the stte membership chir of ll such membership In the bsence of specific directions in this document or the bylws, Constitution, or Articles of Incorportion, the ltest edition of Robert s Rules of Order vilble will govern procedure t Centrl Bord meetings chnges. Pge 8 of 35

9 D) Active members re writers who produce fiction, nonfiction, poetry, plys or other cretive writing of qulity nd meet the following minimum production requirements: 1) A fiction writer, nonfiction writer, poetry writer, nd/or photojournlist shll hve hd book published by publisher of stnding within the pst ten yers, or book currently under contrct, or publictions or cceptnce within the pst three yers of not less thn three stories, rticles or columns in periodicl or periodicls of generl circultion. 2) A writer of stge plys, screenplys, rdio plys, television plys, or videos, shll hve hd publiction, performnce, production, or production in development within the pst 10 yers. 3) A brnch my consider self-publisher or writer who publishes his mteril under his own imprint eligible for membership. The brnch Accredittion Committee shll use the following criteri to judge the submitted mteril: Professionl presenttion of writing style b Professionl presenttion s to style c Plns for distributing published mterils d In ddition, the brnch Accredittion Committee shll reserve the right to determine if the qulity of the publiction meets the high stndrds of professionl writing. This evlution dels only with the stndrd of writing nd not with the genre or content. 4) A brnch my consider self-publisher or writer who publishes his mteril electroniclly for membership. The brnch Accredittion Committee shll use the following criteri to judge the submitted mteril: Professionl presenttion of writing style b Professionl presenttion s to grphics c In ddition, the brnch Accredittion Committee shll reserve the right to determine if the publiction s qulity meets the high stndrds of professionl writing. This evlution dels only with the stndrd of writing nd not with the genre or content. E) A brnch my ccord emeritus membership to ctive members who hve mde significnt contributions in the field but my no longer be ctively writing. Emeritus members my vote nd hold office. (Refer to Article V Dues nd Fees.) F) Brnches shll ccord life membership only to ctive members. Life members shll be exempt from ny further pyment of dues but otherwise shll hve ll the duties nd privileges of ctive membership. G) A brnch my ccord ptron membership to persons or orgniztions tht contribute to the brnch in either outright gift, substntil yerly contribution or significnt service. Ptron members shll hve no vote nor hold office unless they re ctive or ssocite members. The brnch pys centrl bord s shre of such member s nnul dues to the centrl tresury. H) The centrl bord my ccord honorry membership to persons who re of such eminence tht the CWC in honoring them honors itself. Pge 9 of 35

10 1) Honorry members shll not py dues, hold office, or vote. 2) A brnch shll petition the centrl bord to grnt honorry memberships. I) A brnch my ccord courtesy membership of one yer to unpid spekers s n cknowledgment of such services. 1) Courtesy members shll not hold office, or vote. 2) The brnch pys centrl bord s shre of such member s nnul dues to the centrl tresury. (Refer to Dues nd Fees.) 3) When courtesy membership expires, he or she my be designted s n ctive or ssocite member upon pyment of renewl dues. J) Associte membership shll be ccorded to those persons who qulify by submission of writing mteril tht is pproved by the brnch Accredittion Committee s cler evidence of cceptble writing qulity. 1) An exception to this policy exists for non-writing literry professionls. If no demonstrted conflict of interest exists, brnches my ccord ssocite membership to creer professionls in res relted to writing. These djunct memberships my include editors, librrins, gents, booksellers, publishers, producers, directors, nd book illustrtors. The brnch ccredittion committee hs the discretion to grnt these memberships. 2) An ccredittion committee shll consider literry gents only if his or her gency hs t lest three published clients nd is member in good stnding of the Assocition of Authors Representtives. 3) Associte members shll hve the right to vote, serve s brnch directors, hold brnch offices, nd represent their brnches on the centrl bord. 4) The number of ssocite members in brnch shll not exceed the number of ctive members. K) Student memberships re offered to writers from the ges of eight through 22, or ny writers who re verified full time student t n ccredited school. No writing submission shll be required. Student members will not be eligible to vote or hold office. (Exceptions my be mde by the centrl bord.) L) Brnches my crete supporting membership in those cses where the rtio of ssocite to ctive members does not llow dditionl ssocites on the roster, or for people who wnt to support brnch, but re not interested in writing creer. 1) Supporting members re entitled to the sme privileges nd benefits s ctive nd ssocite members except they my not vote, hold office, nor represent their brnch to the centrl bord. 2) Supporting members shll py the sme dues nd fees, locl nd centrl bord, s ctive nd ssocite members. 3) It shll be the policy of the CWC to retin on ech brnch roster ny ctive member who psses wy for period of not less thn seven yers. M) If ny existing member of CWC brnch wishes to join one or more dditionl brnches, they shll py brnch dues ($25, not prorted) to ech brnch they join, nd they will not hve to re-qulify for their membership level t ny dditionl brnches they join. Regrdless of how mny brnches to which member belongs, the member will hve only one vote in sttewide issues. Pge 10 of 35

11 N) Brnches my offer hrdship memberships on cse-by-cse bsis t the discretion of the brnch bord of directors. Hrdship memberships shll not constitute more thn five percent of the brnch s membership. VII DUES AND FEES A) All dues nd fees re pid to the member s brnch. The brnch shll then remit the pproprite funds to the centrl bord. Active, ssocite, nd supporting CWC members shll py nnul dues of $45 to brnch. The membership yer is July 1 through June 30. The brnch shll remit $20 to the centrl bord with the member s renewl to the membership chir by October 20 or be reported s delinquent to the CWC bord. The membership chir must submit funds nd forms to the tresurer nd updted membership records to CWC bord by November 5. B) Members in good stnding hve until September 30 to renew their membership t the locl brnch. On October 1, CWC shll drop ll delinquent members from the rolls. If dropped, member must re-qulify his or her sttus nd py the new member enrollment fees. 1) Non-renewl of membership. Brnches will deny member s ppliction for renewl if tht member hs exhibited behvior tht the centrl bord deems to be detrimentl, libelous, or slnderous to CWC s good nme or its members. Documenttion of ccustions followed by 2/3 vote from the current centrl bord will be required to deny renewl of membership. The centrl bord reserves the right to define the prmeters of detrimentl, libelous, or slnderous behvior. C) In ddition to the membership dues, new members shll py n enrollment fee of $20. The brnch remits one-hlf the mount of the enrolment fee to the centrl bord with ech new member ppliction. D) Strting Jnury 1, brnch my enroll new members for $22.50 plus $20 enrollment fee. E) Active members my purchse life membership for $675 nd re then exempt from further dues. The brnch shll remit $275 of the life membership fee to the centrl bord tresury. F) Brnches shll py nnul dues ($25) to the centrl tresury for ech ptron or courtesy membership they bestow. G) Emeritus members shll py renewl fee of $15. The brnch shll remit $8 to the centrl bord tresury. H) A brnch shll determine its student membership fees. The brnch shll py $10 per member to the Centrl tresury to cover the costs of insurnce nd ccounting. I) For hrdship memberships, brnch shll remit $10 to the stte CWC tresury. VIII OFFICERS OF THE CENTRAL BOARD A) The centrl bord officers shll be president, vice president, secretry, nd tresurer. Pge 11 of 35

12 B) Duties of officers: All officers re responsible for setting tone of enggement nd for encourging hrmonious nd collbortive opertion, both in meetings nd ssocited communiction. 1) President. In ddition to other duties tht my be described in these Policies nd Procedures, the president shll: Preside over centrl bord meetings, the executive committee, nd the e- business process; shll provide vision nd ledership, encourge n open forum for ides nd discussion nd the prticiption of ll brnches in the governnce of the club. b Determine the time nd plce for ech centrl bord nd executive committee meeting on the bsis of convenience, cost nd equity mong brnches. c (i) Crete nd distribute gends, vi e-mil ttchment. Except for specil meetings, entertin inputs to gends from six weeks in dvnce of meetings nd e-mil finl gends to members one week before the event. (ii) My deliver specil meeting gends t the event. My cosign ll drfts, checks, nd contrcts pproved by the centrl bord. d Appoint committee chirs unless otherwise stted in these Policies nd Procedures. 2) Vice president. In ddition to other duties described in these Policies nd Procedures nd in the bylws, shll: Assume the president s duties when the president is unble to ct. b My cosign ll drfts, checks, nd contrcts pproved by the centrl bord. 3) Secretry. In ddition to other duties described in these Policies nd Procedures nd in the bylws, shll: Tke minutes of ll duly clled centrl bord meetings nd distribute them fter the meeting b Mintin informtion s to brnch officers, meeting venue, nd other like dt to meet the needs of the club s insurnce provider, nd to fulfill reporting requirements of the Cliforni Secretry of Stte nd Federl Internl Revenue Service, not to include filing tx returns. Produce such informtion s needed to meet filing dedlines. c My cosign ll drfts, checks, nd contrcts pproved by the centrl bord. 4) Tresurer. In ddition to other duties described in these Policies nd Procedures nd in the bylws, shll: Keep ll ccounts in good order. b Prepre n nnul budget with the dvice of the Finnce Committee. c Cuse brnches to send qurterly nd yer-end finncil reports to him or her. d When deemed necessry, ppoint subcommittees, with pprovl of the Executive Committee, to conduct the finncil business of the centrl bord. Pge 12 of 35

13 e f Work with n ccounting firm to improve the reporting processes nd pss requirements down to the brnches. My cosign ll drfts, checks, nd contrcts pproved by the centrl bord. C) The centrl bord shll fill vcncies occurring in the offices of president, vice-president, secretry, or tresurer by ppointment. D) Officil term of service for Centrl Bord Elected Officils: Effective Jnury 31, 2016, the officil term of service for Centrl Bord Elected Officers: President, Vice President, Secretry, nd Tresurer, will be chnged from July 1 of one clendr yer to June 30 of the next clendr yer henceforth to be August of one clendr yer to July 31 of the next clendr yer IX RIGHTS OF VOTING AND NON-VOTING MEMBERS OF THE CENTRAL BOARD A) Three ctegories of prticipting ttendees to the Centrl Bord re ccommodted: 1) Centrl Bord Directors: Brnch elected or ppointed representtives to the Centrl Bord or their proxies, nd the president 2) Non-representtive committee chirs: CWC members, who re not directors, ppointed to serve the Centrl Bord by the president 3) Guests by invittion: retined consultnts, other CWC members, nd the public with bon fide interest. B) Only ttending directors, or their proxies, my: 1) Prticipte in discussion relted to motion, either in fce-to-fce meetings or on the E-business Forum 2) Vote on motions proffered during officil centrl bord meetings or dvnced vi the e-business process; or cst bllots during elections. C) Attending directors, or their proxies, re entitled to cst one vote representing the consolidted opinion of their brnch. D) With presidentil permission, non-directors hving pertinent informtion tht my constructively impinge on non-legisltive discussion my prticipte in fce-to-fce meetings nd on the clwriters.com website discussion forum. X ELECTIONS A) The representtives to the centrl bord shll elect centrl bord officers ech yer t the July meeting. The norml term-of-office for ll officers is one yer or until successor is elected. B) In Jnury of ech yer, the president shll ppoint the chir of the Nominting Committee subject to pprovl by the centrl bord. The chir shll not be from the president s home brnch. 1) The chir my enlist s mny members from the centrl bord s the chir deems necessry. 2) The nominting committee shll solicit cndidtes for the positions of president, vice president, secretry, nd tresurer, s follows: Pge 13 of 35

14 Cndidtes must be from different brnches. b Cndidtes for president nd vice president must be ctive members of their respective brnches. 3) Cndidtes for president nd vice president must hve served t lest one yer in the previous five on the centrl bord. 4) The cndidte slte my hve more thn one nme for ech position. In the event the Nominting Committee Chir nd/or ny member of the committee decides tht they wish to be cndidte for ny of the offices of the centrl bord, they will so notify the president nd the centrl bord immeditely nd no lter thn two weeks prior to the dte of election. Such notifiction shll crry with it n immedite resigntion s the chir nd/or member of the Nominting Committee. C) In April, the Nominting Committee shll present the slte to the centrl bord. The Bulletin editor shll include the Nominting Committee s slte in ech issue of The Bulletin published between April nd the elections in July. D) In July, the president shll yield to the chir of the Nominting Committee for the purposes of soliciting further nomintions for the four positions from the centrl bord. Any one mking nomintion from the floor must hve written permission from tht person. E) The chir shll declre election by cclmtion when only one nme ppers on the slte for n office. F) In the event tht two or more cndidtes contest position, the chir shll conduct n election by secret written bllot. The chir shll ppoint teller to distribute, collect, nd count bllots, s follows: 1. The chir shll give ech cndidte five minutes to spek to the ssembly before the teller distributes bllots. 2. The teller shll tlly nd nnounce the results of the voting to the centrl bord. G) The elected officers shll ssume their duties t the end of the July meeting. XI COMMITTEES AND SPECIALTY DIRECTORATES A) The president shll ppoint the committee chirs nd specilty directors necessry to the conduct of business of the centrl bord. The president shll be n ex-officio member of ll committees nd directortes except the Nominting Committee. B) Except where this document ssigns the position, the president my estblish other committees, directortes, nd chirs, subject to pprovl by the Centrl Bord. Chirs nd directors other thn finnce nd bylws, my be selected t lrge from brnch membership. C) The president my retin or ppoint specil consultnts to the bord for specified time. D) All ppointments or retentions must hve the pprovl of the centrl bord. E) Stnding Committees. 1) Executive Pge 14 of 35

15 The centrl bord elected officers nd one member-t-lrge pproved by the centrl bord shll comprise the Executive Committee. The president shll chir the committee. b The president fills the position of member-t-lrge on the Executive Committee by ppointment subject to centrl bord pprovl. c The centrl bord shll chrge the Executive Committee with hndling dyto-dy corporte business tht in the Executive Committee s opinion it cnnot defer to the next duly clled centrl bord meeting. For tht purpose, the centrl bord uthorizes the committee to use the discretionry funds pproved in the corporte budget for CWC business. d The committee my not enter into ny contrct in excess of $500 without centrl bord pprovl. e The president shll report ll Executive Committee ctions t the next duly clled centrl bord meeting. 2) Membership The president shll ppoint the chir of the membership committee subject to pprovl by the centrl bord. b The chir shll collect membership renewls, new member pplictions, nd requisite fees from ech brnch. After verifying tht the correct fees were pid, the chir shll forwrd the money nd pproprite forms to the centrl bord tresurer. c The chir shll provide the ddresses for The Bulletin milings. d The chir shll ssist the secretry in mintining the officil CWC membership roster nd shll provide qurterly membership updtes to the centrl bord with copies of the complete roster to the President nd Secretry. e The chir my, with the pprovl of the centrl bord, crete subcommittees to del with membership mtters. 3) Bylws, Policies nd Procedures, nd Stndrds The Bylws Section. (i) The committee shll conduct comprehensive bylws review every fourth yer. The committee shll notify the centrl bord when the Bylws require chnge. (ii) In the interim, the centrl bord shll vest the committee with the responsibility of reviewing chnge proposls mde by brnches or representtives under the provisions of the constitution nd bylws nd mke recommendtion to the centrl bord for ction. (iii) The committee shll review bylws submitted by cndidtes for new brnch chrters to ssure they conform to the corporte constitution, bylws, nd policies nd procedures. (iv) Brnches shll submit chnges of their bylws to the committee to ssure those chnges conform to the corporte constitution, bylws, nd policies nd procedures. Pge 15 of 35

16 (v) Except for resolving conflicts, neither this committee nor the centrl bord my dictte chnges or modifictions to brnch bylws. (vi) The committee chir shll serve s centrl bord prlimentrin. b The Policies nd Procedures Section. c 4) Finnce (i) The committee shll ssist the secretry in mintining the Policy nd Procedures mnul nd providing copies to brnch representtives, the webmster, nd to other members of CWC when requested through their representtive or the Executive Committee. (ii) The committee shll provide ssistnce, when requested, in constructing chnges to the P&P. The Ethics nd Stndrds Section. (i) The committee will recommend stndrds on cse-by-cse bsis s issues rise with the im of developing n evolving code of stndrds. (ii) Officers, directors, nd event chirs must show personl integrity, must be free of conflicts of interests, nd crry out their duties in professionl mnner. The centrl bord tresurer shll chir the Finnce Committee nd my crete ny necessry subcommittees. The tresurer my recruit s mny centrl bord members for the committee s deemed necessry to conduct the CWC fiscl ffirs within its constitution nd bylws nd the Cliforni nd United Sttes nonprofit corporte lws nd rules. The committee shll meet qurterly before the centrl bord meeting to develop its report nd resolutions for the centrl bord. The chir my consult with committee members between meetings, s deemed necessry. The centrl bord chrges the committee with the responsibility to review qurterly finncil reports nd mke recommendtions to keep the corportion solvent. b In July of ech yer, the committee shll present budget to the centrl bord for the coming fiscl yer. The centrl bord shll vote to pprove or modify the budget t the sme meeting. 5) Brnch Development The president shll ppoint Brnch Development Chir. The vice president shll be member of the committee. The committee shll investigte nd contribute to: New brnch development Troubled brnch problem-solving nd/or renewl The committee will dvise nd ssist in the forming of new brnches, provide model documents, techniques for chieving n pproprite membership, process nd methods of opertion, my ssist in cquiring meeting venues, nd instilling the mission of the CWC. See New Brnch Development Section Pge 16 of 35

17 b The committee is lso chrged with identifying nd providing suggested solutions to existing brnches with significnt problems. The committee shll be the first line of centrl bord involvement with regrd to ssisting troubled brnches with offers of substntive vlue; nd operte with the notion tht erly discovery nd ssistnce leds to better solutions. 6) The Bulletin The officil newsletter of the CWC shll be The Bulletin. b The editor of The Bulletin shll chir this committee. The chir my recruit other members of the CWC to ssist in production nd circultion. c The Bulletin shll be digitlly produced three (3) times yer, nd distributed to ll members in good stnding nd certin other people nd gencies tht the editor deems will further the purposes of the CWC. The Bulletin shll be posted on the CWC website upon publiction. d Advertising nd sponsorship for The Bulletin is encourged, but it must conform to Publiction 417 of the United Sttes Postl Service for nonprofit orgniztions. e Brnches re encourged to submit informtion to the editor for publiction in The Bulletin, but the editor is the sole uthority on wht is printed nd my edit the mteril for length nd content. f Brnches my dvertise locl events, such s conferences, workshops, nd other ctivities by hving inserts included in The Bulletin, but shll reimburse the centrl bord for the direct expense, not including postge, of the printing. in ccordnce with the posted dvertising rtes. Articles nnouncing such events shll be published t the discretion of the editor t no chrge to the brnches. 7) Scholrship The Scholrship Committee (the Committee) shll comprise t lest five ctive members of Cliforni Writers Club (CWC). Committee members need not be representtives to the centrl bord. The centrl bord president shll ppoint the committee s chir subject to rtifiction by mjority vote of the bord. b The scholrship fund will be set-side (reserve) of the centrl bord tresury. At the end of ech fiscl yer, one-hlf of ny uncommitted generl funds, one-hlf of ny investment dividends nd interest, one-hlf of ny net income for conferences nd contests, nd one-hlf of ny net income from ny other fund rising efforts of the centrl bord shll be trnsferred to the scholrship fund. CWC will wrd scholrships when in the committee s opinion the scholrship reserve hs ccrued sufficient funds. The committee shll seek to supplement the scholrship fund with grnts, dontions from the membership, nd members endowments. c The committee my not use funds derived from grnts for dministrtive purposes. The committee my not use more thn 20 percent of the scholrship Pge 17 of 35

18 fund, excluding grnts, for dministrtive costs including solicittion of funds nd grnts, nd trvel nd per diem for committee members. The use of the scholrship fund, excluding grnts, for ny other purpose shll require pprovl by three-fourths vote of the centrl bord or two-thirds of the generl membership. d Funds shll be distributed s mtching funds t n mount not to exceed $250 per brnch, per yer. This motion shll remin in effect so long s there re dequte funds in the CWC Scholrship Fund. (i) Brnch reserches potentil institutions s scholrship recipients (my be ny ccredited Cliforni institution of higher lerning - public or privte herefter referred to s college). (ii) Nme of proposed college is brought to the brnch bord for discussion nd vote. (iii) Brnch bord votes to llocte specific mount of brnch funds (my be ny mount but CWC will only mtch up to $250) for the purpose of the scholrship to specific institution. (iv) Brnch pproches the selected college nd lerns their procedures for ccepting money towrd estblishing scholrships. (v) Brnch receives letter (my be n emil) from the college indicting tht they will ccept funds from CWC for the purpose of estblishing scholrship in the nme of donting brnch. (vi) Brnch pplies to the centrl bord for mtching funds up to $250, check to be mde pyble to the receiving institution. (vii) Brnch receives the check from the CWC nd prepres their brnch check pyble to the receiving institution. (viii) Brnch presents two checks to the receiving institution. e These rticles, once dopted, my be chnged only by two-thirds vote of the centrl bord provided (1) ll representtives re notified of the proposed chnges no fewer thn two weeks before duly clled fce-to-fce meeting of the body, or (2) the procedures nd time frmes set forth in Section V Conducting Business on the Internet (E-Business) re dhered to if chnges re proposed vi the Internet. 8) Outrech This chir my work in tndem with the public reltions nd publicity chir. The committee is responsible for providing specific ction nd events relted to ssisting brnches with: (i) (ii) Recruitment nd eduction Writing nd publiction opportunities (iii) Funding sources (iv) Providing writing feedbck opportunities nd gent nd editor feedbck nd consulting opportunities (v) Invigorting nd inspiring writers both within nd outside CWC Pge 18 of 35

19 (vi) My lso engge in fostering Centrl Bord ctivities in conjunction with or in support of djcent interests s in book firs, contests, conferences, etc. 9) Ad Hoc Committees the president my crete nd ppoint chirmen, subject to rtifiction of the centrl bord, for such other committees s my be necessry for the opertion of the centrl bord. F) Public Reltions nd Publicity Directorte (PR&PD) 1) A CWC member shll be ppointed Director of the PR&P Directorte who my recruit up to two dditionl members s stff. The Director shll be non-voting, dvisory member of the Executive Committee. 2) The Director shll ct s gtekeeper for ll public notices describing, defining, or referring to, in n expository mnner, the CWC s stte orgniztion. This responsibility excludes Brnch nd Regionl specific brodcsts. 3) As gtekeeper the Director nd stff will: Actively pprove ll stte website posting nd b Be cogniznt of nd ssure consistency in Club representtion with regrd, but not limited to: (i) (ii) (iii) The Bulletin (the CWC officil newsletter) The CWC Literry Review Stte sponsored representtions t trde shows (excludes exclusive Brnch nd regionl orgniztion presence. 4) The PR&P Director shll continully direct the ctivities of the CWC Webmster, guiding stte website design nd mintennce, nd ssuring pproprite content nd currency. 5) The PR&P Director shll lso see to Resonbly current medi-ccess contct informtion nd its vilbility to brnches b The genertion nd plcement of public reltions nd promotionl messge in vrious medi nd formts, enhncing the Clubs presence mong its vrious public communities nd brnches c Estblishing nd mintining reltions with relted government nd NGOs, so s to foster exchnge nd grner support d Mintining n wreness of CWC events nd ctivities so s to involve brnches when opportunity presents. 6) The PR&P Director shll coordinte finncil requirements with the Centrl Bord Tresurer, so tht line item for PR&P is included in nnul budget plnning. 7) SPONSORSHIPS: From time to time n orgniztion such s the Sn Frncisco Writers Conference will invite the CWC to sponsor writers conference, festivl, or similr event. Typiclly, they offer us free booth nd promotion in their literture nd we, in exchnge, promote them to our members (such s with link on our website clwriters.org, blurb on our website, emil to brnches) nd mke sponsorship dontion. Pge 19 of 35

20 8) AFFILIATIONS/MEMBER BENEFITS: From time to time, gencies compnies/new technologies offer us promotion on their sites nd sk tht we publicize them in return. In keeping with our mission to educte members in the crft nd business of writing, the CWC my, with mjority vote of the Centrl Bord, enter into such rrngements to the extent tht we will inform brnches nd, with specific permission by the CB, note the reltionship on our CWC website. A disclimer will not be required. G) Advertising nd Promotion Directorte: 1) A CWC member shll be ppointed Director of Advertising nd Promotion by the Centrl Bord President. 2) The Advertising nd Promotion Director shll be chrged with hndling the 'business spects' of CWC sttewide publictions (currently, The Bulletin, nd The Literry Review). Specific responsibilities will include the mnging of budgets, development of dvertising policies, relese schedules, nd dvertising income genertion. Any publiction cretive content decisions remin with the publiction Editors. 3) The Advertising nd Promotion Director shll hve globl MRMS contct informtion ccess to id in dvertising income genertion. 4) Promotion responsibilities my include solicittion of chritble dontions or grnts to the CWC or in conjunction with CWC sttewide sponsored events, such s Cliforni Writers Week, conferences, contests, or nthologies. 5) Brnches my seek ssistnce from the Advertising nd Promotion Director involving dvertising in or promoting brnch nthologies or sponsored events. 6) The Director of Advertising nd Promotion is to coordinte ll income nd expenses with the CWC Stte Tresurer. XII BRANCHES A) The number nd method of electing officers within brnch shll be ccording to its bylws. Within two weeks fter n election, the brnch president shll send list of brnch officers nd directors to the centrl bord secretry. For ech member of the brnch bord of directors, the list shll include: Position Nme Postl miling ddress, city, stte, nd ZIP Code Telephone number E-mil ddress. B) Ech brnch is entitled to one representtive on the centrl bord. The representtive shll be member in good stnding of the brnch. C) Ech representtive is responsible for communiction between the centrl bord nd his/her brnch. D) A brnch must mintin minimum of 25 pid members in good stnding. If during duly clled, non-ebusiness, Centrl Bord meeting, brnch is noted to hve fllen below tht number, they will hve until the next such meeting to return their membership to tht minimum or bove. Filure will result in probtion for tht brnch. Pge 20 of 35

21 XIII. BRANCHES PROBATION AND DISSOLUTION A) When the Executive Committee determines tht brnch hs filed to comply with mndtory requirements for brnches s set forth in the CWC Policies & Procedures, it will review the brnch for probtion. Such requirements include but re not limited to: 1) Timely filing of qurterly brnch finncil reports. 2) Timely filing of brnch membership reports. 3) Timely pyment of member dues, enrollment fees, nd/or other funds due to the CWC. B) When the Executive Committee determines tht brnch hs filed to meet ny of the bove-stted criteri, it shll recommend probtion for period of six month. The Centrl Bord will vote on whether to proceed. C) If put on probtion nd the brnch hs not stisfied the necessry requirement(s) within six months, it my ppel the decision. Appel must be ccompnied by sttement of how the omissions will be remedied within no more thn three months. The Executive Committee will hve the uthority to grnt or not grnt the ppel. D) While Centrl Bord Representtives re urged to ct in the best interest of the orgniztion to gurd ginst potentil wekness nd libilities, there is no obligtion to vote for dissolution if, in the judgment of the Centrl Bord, the brnch hs demonstrted sufficient reson to continue for either specified or indefinite period. E) If the criteri re not met by the close of the probtion (or the ppel process if pplicble), the mtter of dissolving the brnch will be put to Centrl Bord vote. 1) If the vote is crried to dissolve the brnch, sid brnch will no longer be brnch of the Cliforni Writers Club. The CWC Tresurer will dvise the IRS nd Cliforni Frnchise Bord tht the brnch, with its corresponding EIN, is no longer brnch of the CWC. The CWC President will dvise the CWC s ccountnt nd insurer tht the brnch no longer belongs to the orgniztion. 2) The brnch will close its bnk ccount(s), first settling ny debts owed to the CWC. Once it hs met those obligtions, it will disburse ny funds remining either (bsed on vote by the brnch members) to the CWC or to non-profit orgniztion in its community. 3) Also by brnch vote, it will dispose of brnch physicl properties such s projectors, disply bords, bnners, nd the like. 4) The brnch governing bord ssumes responsibility for informing members tht the brnch ffilition with the CWC hs cesed. 5) The brnch governing bord further ssumes responsibility for settling or resolving ny outstnding commitments mde by the brnch, such s costs ssocited with publishing brnch nthology or venue rentl. 6) The remining group, or remining members thereof, will cese to represent ny ffilition with the CWC. 7) Members who hve pid dues through the end of the fiscl yer will remin members t-lrge of the CWC through the close of the fiscl yer. Under no circumstnces will their dues be returned. F) A brnch, of its own ccord, my choose to withdrw from the CWC. In this cse, its officers will inform the CWC president nd Executive Committee. At lest 2/3 of brnch members will ffirm their consent to this ction. Pge 21 of 35

22 XIV NEW BRANCH DEVELOPMENT A) When group of writers expresses interest in creting new brnch, CWC shll quickly nd ernestly respond in writing. B) The Brnch Development Committee shll be responsible for guiding nd ssisting in the development of new brnches. In cse of conflict of interest concerning cndidte brnch, committee member will recuse himself nd centrl bord will pprove nother committee member. The committee my delegte the uthority specified in item 4 to nother member of the centrl bord from n existing brnch closer to the prospective group. C) The minimum requirements for brnch formtion re: 1) The group must hve minimum of 30 primry members. Of these, more thn hlf must qulify for ctive membership, nd the others s ssocites. Supporting members do not count for this purpose. 2) The group must meet the criteri of blnce, which sttes tht the number of ssocite members shll not exceed the number of ctive members. For ctive members, the cndidte brnch must provide documenttion of published work to the committee. Once brnch is pproved for chrter, ccredittion of ctive members is hndled loclly by the brnch. 3) The group shll hve been meeting regulrly for six months nd recording minutes. 4) A delegtion from the group shll meet t lest once with member of the centrl bord designted by the committee to discuss CWC s bylws nd policies nd procedures. Prior to or fter this meeting, the cndidte brnch will submit to the committee letter of intent, to include 1) two contct nmes in full, long with ddress, phone number nd e-mil ddress; 2) proposed brnch nme; 3) geogrphic re of expected membership recruitment (e.g. city or cities nd/or county). b The committee will cknowledge receipt of letter of intent nd indicte to cndidte brnch whether informtion received is sufficient for continuing the process towrd chrter. 5) The group shll then submit n ppliction for chrter, to include: 1) locl brnch bylws, which shll conform to the bylws nd policies nd procedures of the centrl bord; 2) finl proposed nme of brnch; 3) geogrphic re of member outrech; 4) list of 30 or more proposed members, more thn hlf of which must be ctive members per definition in current CWC policies nd procedures s shown in supporting documenttion; 5) minutes of six months of regulr meetings; 6) intended meeting plce. Upon recommendtion by the committee, the Executive Committee shll invite one representtive of the cndidte brnch to the next centrl bord meeting in their region. b The committee chir shll introduce the cndidte brnch with recommendtion for chrter nd request pprovl from the centrl bord. 6) With the centrl bord s pprovl nd pyment of dues nd enrollment fees, the group shll become brnch of the corportion. Pge 22 of 35